Indemnification Holdback Period definition
Examples of Indemnification Holdback Period in a sentence
The additional 1,532 shares of Buyer Common Stock (5% of the total Buyer Common Stock to be issued and delivered to ▇▇▇▇▇▇) (the “▇▇▇▇▇▇ Holdback Buyer Common Stock,” and together with the PLYF Holdback Buyer Common Stock, collectively, the “Holdback Buyer Common Stock”) shall be subject to holdback and shall be issued and delivered to ▇▇▇▇▇▇ upon the expiration of the Indemnification Holdback Period.
ListCo shall promptly provide notice of the termination or expiration of the Indemnification Holdback Period to the Escrow Agent.
The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Indemnification Holdback Period and the Indemnification Holdback Amount due, if any.
All of the respective representations and warranties of Kodak and Buyer contained in this Assignment Agreement, and all indemnification obligations of either party with respect thereto, will survive Closing for the Indemnification Holdback Period, provided, that the representation contained in Section 4.1(e), and all indemnification obligations of Kodak with respect thereto, shall survive Closing for a period of three (3) years from the Closing Date.
Following the termination of the Indemnification Holdback Period, Buyer shall deliver to Seller the remaining portion of the Indemnification Holdback Amount, if any, not required to satisfy any claim of Losses, subject to the subsequent resolution of the matter in the manner provided in this Section 7.1.
The additional 9,694 shares of Buyer Common Stock (5% of the total Buyer Common Stock to be issued and delivered to PLYF) (the “PLYF Holdback Buyer Common Stock”) shall be subject to holdback and shall be issued and delivered to PLYF upon the expiration of the Indemnification Holdback Period (as defined in Section 7.04 of this Agreement).
Upon expiration of the Indemnification Holdback Period, Buyer will deliver to Kodak the balance, if any, of the Indemnification Holdback Amount after deducting the amount retained pending the resolution of any Claims which have not been resolved as described in the preceding sentence.
ListCo shall give the Escrow Agent written notification of the liquidation of the Escrow Account at the termination or expiration of the Indemnification Holdback Period.
Additionally, any costs and expenses incurred by Buyer related to the Buyer Indemnitees during the Indemnification Holdback Period, if any, shall offset the amount of Buyer Holdback Common Stock issued to PLYF and ▇▇▇▇▇▇, as applicable, after the expiration of the Indemnification Holdback Period.
Upon completion of the Indemnification Holdback Period, the Escrow Agent shall disburse such amount of the Indemnification Holdback Amount to the applicable Company Stockholder and Management Employees in accordance with the Indemnification Escrow Allocation Schedule.